The Business Acquisition Purchase Agreement serves as the primary transaction document in business acquisitions within the United States. It is used when one entity wishes to acquire another business, whether through an asset purchase or stock purchase. The agreement covers crucial elements including purchase price, payment structure, representations and warranties, indemnification provisions, and closing conditions. It must comply with federal regulations such as the Hart-Scott-Rodino Act for larger transactions, as well as state-specific corporate and contract laws. This comprehensive document protects both parties' interests and provides a clear roadmap for the transaction's completion.
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1. Parties: Identification of buyer and seller entities with full legal names and addresses
2. Background/Recitals: Context of the transaction and high-level description of what is being acquired
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including purchase price and what is being acquired
5. Consideration: Details of payment structure, timing, and adjustments
6. Closing: Closing conditions, timing, and mechanics
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Promises to do or not do certain things before and after closing
9. Indemnification: Protection against losses and liability allocation
10. Termination: Circumstances under which agreement can be terminated
1. Employee Matters: Treatment of employees post-closing - used when transaction involves transfer of employees
2. Tax Matters: Specific tax treatment and allocations - used for complex tax structures or specific tax elections
3. Transition Services: Post-closing support services - used when seller will provide temporary support after closing
4. Earn-out Provisions: Future payment mechanisms based on performance - used when part of purchase price is contingent on future performance
1. Disclosure Schedules: Exceptions to representations and warranties
2. Asset Schedule: Detailed list of assets being transferred
3. Excluded Assets Schedule: Assets explicitly excluded from transaction
4. Assumed Liabilities Schedule: Liabilities being assumed by buyer
5. Material Contracts: Key agreements being transferred
6. Intellectual Property Schedule: List of IP rights being transferred
7. Employee Schedule: List of transferring employees and key terms
8. Real Property Schedule: Details of real estate assets involved
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